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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1997
CAPITAL 2000, INC.
(Exact name of registrant as specified in its charter)
Colorado 33-11062-D 84-1049047
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
602 Main Street, Suite 1102, Cincinnati, Ohio 45202
(Address of principal executive offices)
Registrant's telephone number, including area code (513)241-7470
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective May 30, 1997, the Board of Directors of Capital 2000, Inc.
(the "Company"), dismissed its former auditor and selected Grant Thornton LLP
("Grant Thornton"), located in Cincinnati, Ohio, as the sole auditor for the
Company and its subsidiary for the fiscal year ending December 31, 1997. For
fiscal 1996, Schumacher and Associates, Inc. ("Schumacher"), located in Denver,
Colorado, acted as the Company's auditor and Grant Thornton acted as the
auditor of the Company's subsidiary, United Shields Corporation, a Nevada
corporation ("USC").
In February 1997, the Company consummated a share exchange with the
former shareholders of USC, pursuant to which USC became a wholly-owned
subsidiary of the Company. The share exchange resulted in a change in control
of the Company and relocation of its headquarters to Cincinnati, Ohio. The
decision to change auditors was recommended by the Board of Directors based
upon management's belief that it is in the best interest of the Company to
retain an auditor with an office in Cincinnati. Grant Thornton was selected
because of its expertise in auditing publicly held companies and its
familiarity with USC as the auditor of USC for the fiscal year ended December
31, 1996.
Schumacher's report on the financial statements of the Company has not
contained an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting principles. The
Company has had no disagreements with Schumacher on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to Schumacher's satisfaction, would have
caused it to make a reference to the subject matter of the disagreement in
connection with its audit report.
ITEM 5. OTHER INFORMATION
On May 19, 1997, the shareholders of the Company approved a change in
the Company's name from Capital 2000, Inc. to United Shields Corporation. The
name change is expected to become effective in early June 1997. As a result of
the name change, the name of the Company's wholly-owned subsidiary will be
changed from United Shields Corporation to USC, Inc., which is also expected to
become effective in early June 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Filed
Herewith
(Page No.)
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Exhibit
10.1 Letter of Schumacher and Associates, Inc.
dated June 4, 1997 E1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAPITAL 2000, INC.
By: /s/ T. J. Tully
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T. J. Tully, CEO and President
Date: June 5, 1997
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[SCHUMACHER & ASSOCIATES, INC. LETTERHEAD]
June 4, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Re: Capital 2000, Inc.
Form 8-K
June 4, 1997
Dear Madam/Sir:
We agree with the representations made in "Item 4, Change in Registrant's
Certifying Accountant".
If we can provide you with any additional information please do not hesitate to
let us know.
Sincerely,
\s\ Mick Schumacher by Lois Houston
Mick Schumacher
President
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